Yoon J. Hugh - 31 Jul 2021 Form 4 Insider Report for MATTEL INC /DE/ (MAT)

Role: SVP & Corporate Controller
Signature: /s/ Tiffani Magri, Attorney-in-Fact for Yoon J. Hugh
Issuer symbol: MAT
Transactions as of: 31 Jul 2021
Net transactions value: -$65,030
Form type: 4
Filing time: 03 Aug 2021, 21:28:12 UTC
Next filing: 09 Feb 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MAT	Common Stock	Options Exercise		+3,643	+72%		8,681	01 Aug 2021	Direct	F1
transaction	MAT	Common Stock	Tax liability	$27,367	-1,260	-15%	$21.72	7,421	01 Aug 2021	Direct	F2
transaction	MAT	Common Stock	Options Exercise		+5,012	+68%		12,433	31 Jul 2021	Direct	F3
transaction	MAT	Common Stock	Tax liability	$37,662	-1,734	-14%	$21.72	10,699	31 Jul 2021	Direct	F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	MAT	Restricted Stock Units	Options Exercise	$0	-3,643	-49%	$0.000000	3,753	01 Aug 2021	Common Stock	3,643		Direct	F1
transaction	MAT	Restricted Stock Units	Options Exercise	$0	-5,012	-33%	$0.000000	10,177	31 Jul 2021	Common Stock	5,012		Direct	F3
transaction	MAT	Restricted Stock Units	Award	$0	+8,558	+84%	$0.000000	18,735	02 Aug 2021	Common Stock	8,558		Direct	F5, F6
transaction	MAT	Employee Stock Option - Right to Buy	Award	$0	+6,649	+54%	$0.000000	18,985	02 Aug 2021	Common Stock	6,649	$21.91	Direct	F7

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	As reported on a Form 4 dated August 1, 2019 and filed on August 5, 2019, the Reporting Person received a grant of 11,038 Restricted Stock Units ("RSUs" or "Units") on August 1, 2019. The RSUs vest as to (a) 33% of the Units granted on the first anniversary of the date of grant, (b) an additional 33% of the Units granted on the second anniversary of the date of grant, and (c) the remaining 34% of the Units granted on the third anniversary of the date of grant. On each vesting date, for each Unit vesting on such date, the Reporting Person will receive one share of Mattel, Inc. Common Stock, subject to tax withholding. On August 1, 2021, the second 33% of these RSUs vested, resulting in the issuance of 3,643 shares of Mattel, Inc. Common Stock.
F2	Pursuant to the terms of the August 1, 2019 RSU grant, 1,260 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.
F3	As reported on a Form 4 dated July 31, 2020 and filed on August 4, 2020, the Reporting Person received a grant of 15,189 RSUs on July 31, 2020. The RSUs vest as to (a) 33% of the Units granted on the first anniversary of the date of grant, (b) an additional 33% of the Units granted on the second anniversary of the date of grant, and (c) the remaining 34% of the Units granted on the third anniversary of the date of grant. On each vesting date, for each Unit vesting on such date, the Reporting Person will receive one share of Mattel, Inc. Common Stock, subject to tax withholding. On July 31, 2021, the first 33% of these RSUs vested, resulting in the issuance of 5,012 shares of Mattel, Inc. Common Stock.
F4	Pursuant to the terms of the July 31, 2020 RSU grant, 1,734 shares of Mattel, Inc. Common Stock were automatically withheld at vesting to cover required tax withholding.
F5	The RSUs were granted on August 2, 2021 pursuant to the Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation Plan, as amended (the "Plan"). Each Unit represents a contingent right to receive one share of Mattel, Inc. Common Stock (or, at the election of Mattel, Inc., a cash amount equal to the fair market value of such share).
F6	The RSUs vest as to (a) 33% of the Units granted on the first anniversary of the date of grant, (b) an additional 33% of the Units granted on the second anniversary of the date of grant, and (c) the remaining 34% of the Units granted on the third anniversary of the date of grant. On each vesting date, for each Unit vesting on such date, the Reporting Person will receive one share of Mattel, Inc. Common Stock (or, at the election of Mattel, Inc., a cash amount equal to the fair market value of one share of Common Stock on the date of vesting), subject to tax withholding.
F7	The option was granted on August 2, 2021 pursuant to the Plan. The option vests and becomes exercisable with regard to (a) 33% of the shares granted on the first anniversary of the date of grant, (b) an additional 33% of the shares granted on the second anniversary of the date of grant, and (c) the remaining 34% of the shares granted on the third anniversary of the date of grant.